PPS International : Proposed Share Consolidation

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to the accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

PPS INTERNATIONAL (HOLDINGS) LIMITED

寶 聯 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8201) PROPOSED SHARE CONSOLIDATION PROPOSED SHARE CONSOLIDATION

The Company proposes to implement the Share Consolidation by consolidating every ten (10) issued and unissued Shares of HK$0.001 each in the share capital of the Company into one (1) Consolidated Share of HK$0.01 each in the share capital of the Company. The Share Consolidation is conditional upon, among other things, the approval of the Shareholders at the EGM.

The Existing Shares are currently traded on the Stock Exchange in board lot of 20,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 20,000 Consolidated Shares.

GENERAL

An EGM will be convened for the Shareholders to consider and, if thought fit, approve the Share Consolidation. A circular in relation to the EGM containing, among other things, further details of the Share Consolidation and a notice convening the EGM is expected to be despatched to the Shareholders on or before 10 July 2017.

PROPOSED SHARE CONSOLIDATION

The Company proposes to implement the Share Consolidation by consolidating every ten (10) issued and unissued Shares of HK$0.001 each in the share capital of the Company into one (1) Consolidated Share of HK$0.01 each in the share capital of the Company.

Effect of the Share Consolidation

As at the date of this announcement, the authorised share capital of the Company is HK$100,000,000 divided into 100,000,000,000 Shares of HK$0.001 each, of which 2,700,000,000 Shares had been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective, on the basis that the Company does not allot, issue or repurchase any Shares prior thereto, the authorised share capital of the Company will be HK$100,000,000 divided into 10,000,000,000 Consolidated Shares of HK$0.01 each, of which 270,000,000 Consolidated Shares will be in issue.

As at the date of this announcement, the Company has no outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

All Consolidated Shares will rank pari passu with each other in all respects and the rights attached to the Consolidated Shares will not be affected by the Share Consolidation.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon:

1. the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM; and

2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

As at the date of this announcement, none of the conditions above had been fulfilled.

Dealings of the Consolidated Shares

The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other in accordance with the articles of association of the Company as to all future dividends and distributions which are declared, made or paid.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Listing Application

An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares to be issued upon the Share Consolidation becoming effective.

None of the Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Fractional Consolidated Shares

Fractional Consolidated Shares (if any) arising from the Share Consolidation will not be issued to the Shareholders otherwise entitled thereto but will be aggregated and sold, if possible, for the benefit of the Company.

Board lot size

The Existing Shares are currently traded on the Stock Exchange in board lot of 20,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 20,000 Consolidated Shares.

Based on the closing price of HK$0.058 per Existing Share (equivalent to the theoretical closing price of HK$0.58 per Consolidated Share) as at the date of this announcement, the value of each board lot of the Existing Shares is HK$1,160 and the theoretical market value of each board lot of the Consolidated Shares, assuming the Share Consolidation had become effective, would be HK$11,600.

OTHER ARRANGEMENTS Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is expected to be on 27 July 2017, the Shareholders may, during a period between 27 July 2017 and 1 September 2017 (both dates inclusive), submit existing share certificates for the Existing Shares, which are in blue colour, to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre,

183 Queen's Road East, Hong Kong, to exchange, at the expense of the Company, for new share certificates for the Consolidated Shares, which will be in orange colour. It is expected that new share certificates for the Consolidated Shares will be available for collection within 10 business days from the date of submission for the exchange. Thereafter, the existing share certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be from time to time be specified by the Stock Exchange) for each new share certificate for the Consolidated Shares to be issued or each existing share certificate for the Existing Shares to be cancelled, whichever the number of certificates issued or cancelled is higher.

Nevertheless, the existing share certificates for the Existing Shares will continue to be good evidence of legal title and may be exchanged for new share certificates for the Consolidated Shares at any time but will not be accepted for trading, settlement and registration upon completion of the Share Consolidation.

Odd lots arrangement and matching services

In order to facilitate the trading of odd lots of the Consolidated Shares (if any) arising from the Share Consolidation, the Company will appoint a securities firm to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Details of the odd lot arrangement will be set out in a circular to be despatched to the Shareholders with the foregoing.

Holders of odd lots of the Consolidated Shares (if any) should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Reasons for the Share Consolidation

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the recent trading price of the Shares, the Directors consider that the Share Consolidation will enable the Company to comply with the trading requirements under the GEM Listing Rules.

As at the date of this announcement, the Company has no plans for any further corporate action or arrangement that may affect the trading in the Shares.

Equity fund raising plan of the Company

The Group is principally engaged in the provision of (i) environmental services (the "Environmental Services") including cleaning services, pest management services, and waste management and recycling services; airline catering support services; and (ii) money lending services (the "Money Lending Services").

The management of the Group is taking proactive approaches to improve the Group's performance and bring in additional revenue stream to the Group including expansion of its environmental cleaning services into the PRC, set up of the Union Group to provide financial services, and the interest income from the provision of the Money Lending Services. The management of the Group is continuously reviewing the performance of the Company including its development plans, business operations and growth potential. Depending on the Group's actual performance and its funding needs, in particular for the Group's business expansion, the Company may consider to conduct fund raising activities in future as and when appropriate should the Group's business operations, development and/or expansion demand, including but not limited to the following aspects of the Group: